Quartzsea Acquisition Corp (NASDAQ: QSEA) notifies SEC of late 10-Q filing

Rhea-AI Filing Summary

Quartzsea Acquisition Corporation submitted a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended February 28, 2026 due to a delay in completing the report's financial statements. The company states it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

Insights

SEC Compliance Officer

Late-filing notice filed under Rule 12b-25; timing relief sought for a Form 10-Q.

The filing explains the delay arises from completing the Quarterly Report's financial statements and invokes Rule 12b-25 timing provisions applicable to smaller reporting companies.

Cash-flow treatment and substantive results are not disclosed here; subsequent filings should provide the finalized 10-Q and any material operational impacts.

Key Figures

Quarter end: February 28, 2026 Notice date: April 14, 2026 Extension window: five calendar days

3 metrics

Quarter end February 28, 2026 Quarterly Report on Form 10-Q period end

Notice date April 14, 2026 Date Form 12b-25 was signed by CEO Qi Gong

Extension window five calendar days Anticipated filing timeframe for the delayed Quarterly Report

Key Terms

Rule 12b-25, Quarterly Report on Form 10-Q, smaller reporting companies

3 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Quarterly Report on Form 10-Q regulatory

"file its Quarterly Report on Form 10-Q for the quarter ended February 28, 2026"

A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.

smaller reporting companies regulatory

"the filing date applicable to smaller reporting companies"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☐  Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☒ Form 10-Q   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: February 28, 2026 ☐   Transition Report on Form 10-K ☐   Transition Report on Form 20-F ☐   Transition Report on Form 11-K ☐   Transition Report on Form 10-Q ☐   Transition Report on Form N-SAR For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Quartzsea Acquisition Corporation

Full Name of Registrant

N/A

Former Name if Applicable

1185 Avenue of the Americas, Suite 304

Address of Principal Executive Office (Street and Number)

New York, NY 10036

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Quartzsea Acquisition Corporation (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 (the “Quarterly Report”) by April 14, 2026, the filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Qi Gong		+1		(212) 612-1400
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes   ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes   ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Quartzsea Acquisition Corporation

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	April 14, 2026		By:	/s/ Qi Gong
			Name:	Qi Gong
			Title:	Chief Executive Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).

3

FAQ

Why did Quartzsea (QSEA) file a Form 12b-25 for the February 28, 2026 10-Q?

Because the company could not complete the required financial statements in time to meet the April 14, 2026 deadline. The filing states the delay was due to completing the Quarterly Report's financial statement and that the 10-Q will be filed within five calendar days after the prescribed date.

When does Quartzsea (QSEA) expect to file the delayed Form 10-Q?

Quartzsea expects to file the Quarterly Report no later than the fifth calendar day following the prescribed filing date. The Form 12b-25 explicitly states the company anticipates meeting the five-calendar-day extension available for quarterly reports under Rule 12b-25.

Does the 12b-25 notice indicate material changes to Quartzsea's results?

No; the notice does not state any anticipated significant change in results of operations. The form includes a yes/no question on anticipated changes and the excerpt does not provide a substantive quantitative or narrative change to earnings in the delayed 10-Q.

What does Rule 12b-25 mean for QSEA shareholders?

Rule 12b-25 permits a short filing extension when a registrant cannot file without unreasonable effort or expense. Quartzsea used this procedure, citing financial-statement completion delays, and committed to filing within the permitted five-calendar-day window for quarterly reports.

Who signed the Form 12b-25 for Quartzsea (QSEA)?

The Form 12b-25 was signed by Qi Gong, Chief Executive Officer. The signature block in the notice shows Qi Gong authorized the late-filing notification dated April 14, 2026.